Young Avengers
by RedLycan
Summary: The Avengers are the Earth's Mightiest Heroes, but even they need some help. However, it's not the X-Men, the Defenders, the Fantastic Four, or S.H.I.E.L.D. they call for.
1. Today's the Day

**Before we get started, I would like to point out that I still can't believe that I'm the first one to try this. I mean, I've looked all over and no one has ever thought about doing this. It's kinda' weird.**

 **Anyway, this is a Marvel version of Young Justice. Now, I had to alter some characters to make this work, so try not to get confused as to why they're different than their comic versions. Also, while I'll be trying to make it as similar to Young Justice as possible, I'll also be doing something different for this, just to make it a bit more original. So anyway, let's do the disclaimer so that I don't get in trouble for doing this damn thing.**

 **The following is a Fanfiction story. Young Justice and all related content are property of DC Comics and Warner Bros. and any and all Marvel related content is property of Marvel Comics, Disney, Fox, Sony, and whoever else owns a piece of Marvel property. Please support the official release.**

* * *

 **Today's the Day**

* * *

 **Central Park, Manhattan, New York City**

 **July 4, 12:00 PM**

It was the Fourth of July and America was celebrating. In Central Park, families were playing and having barbeques. Everything was going great.

Machinegun fire rang out over the park as a man in a large, gray, armoured suit landed near a large group of civilians. Many ran while some were cornered. The man in the armoured suit just looked at them and lifted his arm and began revving up the machine gun on it.

"Enjoying your day at the park?" Obadiah Stane,aka: Iron Monger, asked sarcastically. He was about to fire, but something hit him in the back of the head, causing him to stumble forward and allowing the rest of the civilians to get away.

"Hmm. About time you showed-"

But there was no one behind him. But a few seconds later, a bird-shaped shadow appear over his head. He looked up and was hit in the head with enough force to knock him to the ground.

What forced him down was a boy with dark skin wearing a red and white suit with two wing, one around each arm, and with an orange face covering. The boy landed a few feet away and flung a couple of feather-blades at Iron Monger's helmet. But all they did was bounce off.

"Oh, Falcon." Iron Monger stated as he stood up. "I was expecting Stark or Captain America to show up, but they sent you. I'm pretty underwhelmed, to be honest."

"Great, but I'm kind of in a hurry here." Falcon said.

"I'll never understand why kids are always in a rush. I prefer to take my time." Stane said as he aimed his guns at him.

"I wasn't talking to you."

Stane quickly looked behind him, only to see to men in the sky. One was wearing a red, white, and blue suit with a circular shield in his left hand while the other was in an armoured suit like his, but it was smaller and was red and gold in color.

"Aw, crap." Was the last thing he said as Captain America slammed his shield and Iron Man slammed his fist onto his helmeted face.

* * *

 **Brooklyn Bridge, New York City**

 **12:13 PM**

The traffic on the Brooklyn Bridge was interrupted by multiple explosions. The cause was a man wearing an orange and blue suit riding on a glider. He was throwing bombs that looked like pumpkins and was laughing hysterically.

Until he was hit by a couple of arrows that forced him off his glider. Luckily it quickly catch him mid-air. He looked up to see two archers aiming at him from on top of a pillar.

"Finally! It's about time someone showed up. I was starting to get lonely." Roderick Kingsley, aka: The Hobgoblin, laughed as he shot two missiles from his glider at the two.

"Wait. His he doing this for attention?" Katherine Bishop, aka: Mockingbird, asked out loud as she and Hawkeye each fired an arrow at the missiles.

"Looks that way kid." Hawkeye said back.

Hobgoblin flung a couple of pumpkin bombs at them as the ran down the cable. But as he was about to throw another one, Mockingbird shot an arrow at his hand, causing him to drop the bomb.

Hobgoblin growled at her, but a ticking sound caused him to look down. The bomb that he dropped was on his glider and was flashing quickly.

"Uh oh."

It blew up causing him to crash onto the ground, rendering him unconscious.

"Nice shot, kid." Hawkeye congratulated her as they landed next to the unconscious psychopath.

"Thanks." She said. "But can we please hurry this up? Today's the day!"

* * *

 **Time Square, Manhattan, New York**

 **12:25 PM**

Lightning and thunder rang through Time Square as Thor, the God of Thunder, did battle with Carl Creel. The area had been cleared earlier and thank goodness it was.

Thor swung Mjolnir at the Absorbing Man, but missed. However, it allowed Carl to touch it and change his body's skin to Uru metal. Thor took a few more swings at him, but Creel managed to catch it and punch Thor into the Jumbotron.

However, the battle wasn't over as a blonde teenage girl wearing Asgardian armor and wielding a sword flew forth with determination.

"Do not tell me that you're not excited." Thor said as he got up from the wreckage.

"Right now Thor, I am more focused at the matter at hand." Brunhilde, aka: Valkyrie, said to her mentor.

She swung her sword at Absorbing Man, but blocked it with his Uru metal arm. She did a few more swings at him before he threw a punch towards her. She dodged which caused him to hit the concrete ground, changing his skin to the weaker material.

Valkyrie quickly took the advantage and kicked him from behind, causing him to shatter. She then sheathed the sword in its hilt as Thor landed in front of her with a curious look on his face.

"Well?"

"Yes. I am excited." Brunhilde answered. "Today is the day."

* * *

 **Columbia University, Upper Manhattan, New York**

 **12:39 PM**

Columbia University was hit by a small, but powerful tornado. Which is rather strange considering it was a sunny day and the fact that New York naturally doesn't get tornados.

The cause was none other than David Cannon, aka: Whirlwind. He had recently destroyed a lab earlier and was chased here by three individuals.

One of them was a man in a yellow and black suit. Another was woman who was also wearing a yellow and black suit. The third one, however, was a teenage boy wearing a red and black suit.

Whirlwind was desperately trying to hit them, but they were too small to hit and they were flying around.

"That was the third lab he destroyed these past two weeks. Can't he find something else to destroy? Or find a new hobby?" Janet van Dyne, aka: Wasp, stated.

"I don't think he has any hobbies aside from basically being a human-top." Hank Pym, aka: Yellowjacket, answered.

"Ugh, come on! We don't have time for this!" Scott Lang, aka: Ant-Man, exclaimed as he summoned a swarm of Carpenter Ants and sent them towards Whirlwind's face.

David began yelling and swatting at the ants until he was hit in the face by an energy blast from Wasp.

"Calm down kid." Yellowjacket said to the boy as he stood over Whirlwind's unconscious body.

"Oh, please!" Ant-Man started. "You two can chat it up with bystanders, the cops, or Whirlwind even! No, no way! Today's the day!"

* * *

 **Avenger's Mansion, New York City**

 **2:30 PM**

Avenger's Mansion. It was a sight to be seen. It stood tall in the middle of the city, with many trying to catch a glance of what it had to offer.

Currently, the area was covered with news reporters and photographers. But standing in front of the gates were a few of the stars of today: Falcon, Mockingbird, and Valkyrie along with a few Avengers Captain America, Iron Man, Hawkeye, and Thor.

"Today's the day." Captain America said proudly to Falcon.

"Welcome to Avenger's Mansion." Hawkeye stated.

"Headquarters to the Earth's Mightiest Heroes." Thor stated.

"Aw man!"

They all turned around to see Yellowjacket, Wasp, and Ant-Man flying up. The two older heroes landed on the ground and quickly grew to their normal sizes while Ant-Man hopped off one of the ants he was on and then grew to his normal size. But once he reached that size, he folded his arms and raised his shoulders in disappointment.

"I knew we'd be the last ones here!"

* * *

 **Well, what did you think? It's a start, is all I can say. Now I'm expecting some of you are questioning why I didn't do Quicksilver. The reason is because I wanted to do something different, and using Quicksilver wouldn't really wouldn't work. Don't worry, he'll be in the story later on.**

 **Anyway, I've got some things to work on. So until next time!**


	2. Trust

**The following is a Fanfiction story. Young Justice and all related content are property of DC Comics and Warner Bros. and any and all Marvel related content is property of Marvel Comics, Disney, Fox, Sony, and whoever else owns a piece of Marvel property. Please support the official release.**

* * *

 **Trust**

* * *

 **Avenger's Mansion, New York City**

 **2:35 PM**

The four sidekicks and their mentors walked through the main gates of Avenger's Mansion, while a large crowd filled with civilians and reporters watched. The ten heroes could hear the crowd talking about them, topics ranging from saying which hero was which, some trying to get their attention, and a couple of them getting Falcon's name wrong.

"You ready to see the what's inside?" Hawkeye asked Mockingbird.

"You bet I am." She replied.

"Can you believe that all four sidekicks are in one place at the same time?" Ant-Man said.

"Don't call us sidekicks. Not after today." Valkyrie stated.

"Sorry." Ant-Man replied back. "First time at the Mansion. I'm a bit overwhelmed."

"You're overwhelmed, Stane was underwhelmed, why isn't anyone just 'whelmed'?" Falcon asked, only to then have the doors of the Mansion open and all he could see, aside from three Avengers standing there, was a giant statue monument of the founding Avengers with Yellowjacket and Wasp on the left, Hulk and Thor on the right, and Captain America and Iron Man in the center.

"Woah. Maybe that's why." Falcon said as he stared, wide-eyed, in amazement.

They all then turned their attention towards the three Avengers standing in front of them. The first was T'Challa, aka: Black Panther, the second was Wanda Maximoff, aka: Scarlet Witch, and the third was Vision. They had been standing there for a short while, waiting for the ten to arrive. Once they reached the doorway, Black Panther stepped forward.

"Falcon, Mockingbird, Valkyrie, Ant-Man. Welcome." He greeted the four as he and the other Avengers guided them in.

They walked through the halls with the four always turning their heads in different directions just to see more of the place.

"You now have full access to our Main Floor, Grounds, and of course our basement." Black Panther told them as they all entered the basement, which had the training area, the medical facility, a gymnasium, a library, and even a gaming room. Man, this place is awesome!

"Make yourselves at home." Iron Man announced to them, which they complied by taking a load off on the closest chairs, except for Valkyrie, who decided to just stand where she was. She gazed around the room until her eyes locked onto the Avengers standing before them.

"We need to discuss about why Iron Monger, Hobgoblin, Absorbing Man, and Whirlwind all attacked on the same day and within close proximity to each other." Captain America stated to the others. The nine Avengers then turned towards the elevator and scanned their keycards and eyes to gain access.

"Where're you guys going?" Falcon asked them, causing them to turn around.

"We're having a meeting." Scarlet Witch told them.

"Can we come with?" Ant-Man asked.

"Sorry kid, but it's official Avengers only." Hawkeye told him.

But before they could walk into the elevator, alarms started going off. The nine Avengers looked towards the closest computer and saw that Doctor Strange was calling.

"Doctor? What's wrong?" Captain America asked the Sorcerer Supreme.

"Kronas has a fire at its genetics lab. They might need help." Strange said.

"I've never trusted that place. Maybe-" Stark stated before they received another transmission, revealing to be Nick Fury.

"Fury?"

"Blonsky just escaped from the Vault, and our scanners show that Hulk is almost there." Fury informed them.

"Strange?"

"It appears to be a small fire. The fire department might be able to stop it." Informed them.

"Alright. We're on our way Fury." Captain America said as the two ended the transmission.

"Ok, now we can go right?" Ant-Man said as their mentors turned to face their young partners while Scarlet Witch and Black Panther left for the elevator.

"Sorry, not this time." Wasp told him, shocking the four.

"What?!" Mockingbird exclaimed. "Why?"

"We're dealing with two gamma-powered beings, one of them being the Hulk. We're not gonna' risk putting you four in danger."

""Putting us in danger?"" Falcon exclaimed. "That's not what you thought when you had me distract Stane!"

"Or go up against Hobgoblin. Spider-Man needed backup from you guys the last three times they fought." Mockingbird stated.

"How did you know that?" Captain America asked her. Her eyes slowly looked towards Clint, who was looking away from them while whistling nervously.

"Look, you are not going and that is final." Thor ordered.

"Those guys you fought today are more at your level. Guys like Abomination aren't." Iron Man explained.

"Well, when will they be?" Ant-Man asked.

"Maybe when you're ready." Yellowjacket told them.

"When we're ready?" Falcon repeated.

"Yes. But for now: stay put." Captain America ordered as he and the other Avengers entered the elevator.

"Glad you didn't bring 'you know who'?" Hawkeye asked Black Panther.

"Indeed." Black Panther answered back.

The four watched as the elevator closed and then minutes later heard the sound of one of the quinjets taking off. They all stood there in shock and anger.

"When we're ready?" Scott growled. "How are we supposed to be ready when they treat us like… like sidekicks?"

"My mentor, I-I thought he trusted me." Brunhilde said in a bit of sadness.

"Trust? You think any of them trust us?" Mockingbird asked. "Have you three ever heard of the S.H.I.E.L.D. Helicarrier or the Triskelion?"

They all shook their heads.

"Well, they're two bases they use a lot."

"How do you know about them?"

"Let's just say that Hawkeye isn't great at keeping classified things hidden."

"What else are they not telling us?" Brunhilde asked.

"I got a better question: why didn't we just leave?" Falcon said, causing them to look down in thought.

They all stood there in silence, not one saying a word. They weren't trusted by their own mentors enough to know the basics. Should they have left? Would that have been the right decision?

"What is Kronas?" Brunhilde asked.

"Not sure." Falcon asked.

"But I can find out." Ant-Man said with a mischievous smirk. He walked over to the computer and began typing.

"I am sorry, but you do not have access to enter these files." The voice of Jarvis spoke.

"Huh, wanna' bet?" Ant-Man said as he began hacking the computer, and Jarvis was unable to do a thing.

"Whoa, how are you doing that?" Mockingbird asked.

"Same system as the Anthill and Jocasta." Ant-Man answered as he finally got access to the file.

"Ok, Kronas: science lab, owns the Roxxon Oil Company, has multiple different branches, and it's located here in New York." Scott read. "That's pretty much it."

"But if Iron Man's suspicious, maybe we should go investigate." Sam suggested.

"Solve their case before they do." Kate said, liking where this is heading.

"It would be poetic justice." Brunhilde stated.

"Hey, it's in the job description." Sam told her.

"But they said stay put." She reminded them.

"For the Hulk and his evil Russian knock-off mission, not this." Sam told her.

"Wait, are you going to Kronas?" Scott asked. "Because if you're going, I'm going."

"Count me in too." Kate said before she and the two boys turned their attention back to Brunhilde.

"So, just like that. We're now a team on a mission?" She asked them.

"We didn't come for a playdate." Falcon said, making the Asgardian warrior smirk.

* * *

 **Well, these four are going to do something heroic, against the rules, and possibly dangerous. But that's for next time!**


	3. Welcome to Kronas

**The following is a Fanfiction story. Young Justice and all related content are property of DC Comics and Warner Bros. and any and all Marvel related content is property of Marvel Comics, Disney, Fox, Sony, and whoever else owns a piece of Marvel property. Please support the official release.**

* * *

 **Welcome to Kronas**

* * *

 **Kronas Genetic Research Facility, New York City**

 **4:30 PM**

The Kronas Genetic Research Facility was a four story building, with the top two floors being currently on fire. The fire department was doing their best to put it out, but there were two more researchers that were trapped on the top floor.

"HELP!"

"GET US DOWN!"

"Stay put. We will get you out." A firefighter announced through a bullhorn.

But no sooner than ten seconds later, a small explosion forced the two out the window. They would have soon hit the ground if Falcon hadn't swooped in and caught them. He quickly put them on the ground and flew to the windows at the top floor.

"It's what's his name, uh… Eagle Boy!" The same firefighter yelled.

"Falcon!" The young hero yelled back. "Why is that so hard?"

He then entered the building with the other three just reaching the facility on the ground.

"Does he always have to fly ahead?" Valkyrie asked. "We need a plan. We need… Mockingbird? Ant-Man?"

She then looked up to see the two already entering the window to the fourth floor. She then flew in after them and quickly took care of the rest of the fire on the outside of the building before entering.

"So much for teamwork." The Asgardian sighed.

"Weren't you behind us?" Ant-Man asked while he was hacking on of the computers and both Falcon and Mockingbird were looking through file cabinets. "Besides, we're here to investigate."

Valkyrie then walked out of the room and into the hallway, but saw something out of the corner of her eye. She turned to her left and saw a silhouette of some unknown, and strange looking, being inside an elevator. She didn't have time to get a good view as it closed quickly.

"There was something in the-"

"Elevators should be locked down." Falcon stated as he and the other two joined their friend.

Ant-Man then walked up to the elevator and scanned it, but it came back as something he wasn't expecting.

"This can't be right." He said as he looked at the scan. "This is a High-Speed Express Elevator. It doesn't belong in a four-story building."

"Neither does what I saw." Valkyrie stated as she walked up and forced the doors open. However, it revealed a very deep drop. Like incredibly deep. So deep that your echos couldn't be heard even if you yelled at the top of your lungs.

"So, that's why they need an express elevator." Mockingbird said as she grabbed onto Falcon's arm and flew down. Ant-Man quickly shrunk and hopped onto Valkyrie's shoulder and followed them.

They all flew down quite a ways until they reached sublevel 26. They stopped due to the elevator shaft continuing further down and not wanting to risk setting off an alarm and getting caught. They sat next to the elevator doors and Ant-Man jumped off Valkyrie and grew back to a full size.

"Alright, bypassing security…" He said slowly as he hacked the system until it was done. "There, go."

Valkyrie opened the doors and the four entered inside, only to see a very large area. The size was quite shocking to the four. But it was short lived when Falcon pulled out his wings and flew ahead.

"Falcon wait!" Valkyrie quietly yelled out to him. He just kept flying until he saw something coming down from the T-section at the end of the hall. He came to a quick stop and told the others to hide. They each hid on either side of the hall as they watched a large group of… humanoid hippos?

Their eyes were wide from what they were currently watching. Humanoid hippos. That's certainly new. They then noticed that each one of them had a monkey-sized rat-like creature on their shoulders. One happened to notice them and its eyes quickly flashed red while the herd moved on.

The four young heroes then walked out and watched the creatures keep on walking, still shocked from what they were seeing.

"No. Nothing' odd going on here." Ant-Man said slowly and sarcastically.

* * *

Meanwhile in another part of the facility, a scientist was working on something. He had gray hair and green eyes and was wearing a pair of glasses. Around him was a cluster of objects, chemicals, papers, and strange liquids. There were even some pods on the wall behind him that had disfigured creatures within them.

However, the most interesting thing he was doing was combining multiple chemicals and what appeared to be blood together into a small test tube. Once the chemicals mixed together, the colors changed to a green hue. The result seemed to please him, but his small moment of pride and accomplishment was quickly interrupted when a man with dark skin wearing a navy blue suit with a shield on his left arm that looked just like Captain America's original.

"Dr. Warren." Elijah Bradley, aka: Patriot, said as he entered.

"Tell me Patriot, what part of no interruptions did you not understand?" Dr. Miles Warren, in an irritated tone, asked the hero as he put the test tube into a freezer storage labeled ' _ **Cross-Species Formula: 522525**_ ' before returning to his work.

"My apologies, but a Cross-Species reports four intruders on Sub-Level 26." Patriot explained.

"Did I miss a perimeter breach alert?"

"No…"

"Then the Cross-Species is confused. Whatever may happen in our lab above ground, the real Kronas Genetics Division is the most secure facility in New York City." Dr. Warren stated.

"My job to keep it that way."

"Fine take a squad." Warren said, even more irritated than before.

Patriot was about to leave when a humanoid fish-like creature walked in. His skin was gray and his eyes were black.

"Might I recommend Patriot leave his Cross-Species behind? If violence should occur." The being said.

"The little guy would be in my way-"

"No!" Dr. Warren exclaimed as he was petting one of the monkey-sized rats. "The advantage of instant telepathic communication outweighs other concerns."

Then the little Cross-Species on the table flashed its eye red as the one on Patriot's shoulder did the same. Patriot's eyes then went wide as he went still.

"I need my Cross-Species with me at all times." He said almost anatomically. He then left to do recon of the floor where the intruders were reported.

* * *

Back with the four heroes, they entered a room where dozens of creatures generating electricity were stored.

"Ok I'm officially whelmed." Falcon said. They all walked in a looked at the strange creatures.

"So this is how they hide this massive underground facility from the world." Mockingbird said in realization. "The real Kronas Genetics Lab isn't on the grid. It generates its own power with these… things. Must be what they're bred for."

"Even the name is a hint." Valkyrie stated. "The titan Kronos swallowed his children out of fear of their great power."

"And this Kronas hides its own creations deep within it too." Ant-Man said as he walked up to a computer and began hacking it. "Let's find out why."

It took a few moments, but he managed to get the information he was looking for. The other three then gathered around him to see what he found.

"They're called 'Cross-Species'." He began. "Whoa, look at the stats on these things: super strength, body armor, razor claws- these are living weapons!"

"That's not all." Falcon pointed out. "They also added mutant genes to give them extra abilities."

"What kind of abilities." Mockingbird asked.

"Regenerative healing, camouflage, telepathy, telekinesis, electrokinesis." Ant-Man listed off.

"They're engineering an army, but for who?" Falcon wondered out loud.

"Wait there's something else." Ant-Man stated. ""Project: Kumo." It's triple encrypted. I can't-"

"Don't move!"

They all turned towards whoever gave the order. There were five humanoid Pumas and Patriot running in, but he stopped once he saw who was there.

"Wait. Falcon, Mockingbird, Valkyrie, Ant-Man?"

"At least he didn't call you Eagle Boy." Ant-Man joked.

"I know you." Mockingbird said. "Patriot. A hero."

"I do my best."

"What're you doing here?" Falcon asked

"I'm chief of security." He said. "You're trespassing. Don't worry, we'll call the Avengers."

"You think the Avengers are gonna' approve of you breeding weapons?!" Falcon exclaimed.

"Weapons?" The navy blue hero said, confused. "What are you…"

The rat creature on his shoulder turned its eyes red, causing Patriot to change his mood.

"Ugh… my head." He groaned before glaring at the four aggressively. "Take 'em down hard! No mercy!"

The five Pumas attacked, but Mockingbird quickly shot an arrow that created a large cloud of smoke. Ant-Man quickly retreated while the other three were dealing with the Pumas. They were holding their own pretty well. Valkyrie and Mockingbird managed to beat three of them before chasing after Ant-Man, leaving Falcon to deal with the other two.

He managed to take them down, but not before he was slammed into by Patriot. The two engaged each other, with Patriot swinging his legs, arms, and shield around to land a hit on Falcon who was using his training he received from Captain America. Falcon managed to get enough room to shoot three feather blades at Patriot, who blocked them with his shield. However, this allowed Falcon to quickly move behind him and kick him into the computer, causing the rat creature to fall resulting in Patriot falling to his knees, groaning in pain.

Falcon quickly flew after his teammates who were all standing next to an elevator, with Ant-Man hacking it.

"Way to be a team player A-M!" Falcon exclaimed sarcastically.

"Weren't you behind me?" Ant-Man asked before the elevator doors opened.

"Why are we taking the elevator? Two of us can fly!" Falcon yelled.

"Just get in!" Ant-Man ordered.

They all ran in and they noticed the Puma creatures charging. One of them was about to get inside the elevator, but Valkyrie grabbed her sword and swung it at the creature, causing it to fall back and leaving a scar over its right eye. The elevator doors then shut and the four slumped to the floor in exhaustion, each of them taking deep breaths.

Valkyrie let out a sigh of relief, but this caused her to look up at the floor number screen, which was taking them down.

"We're going down?" She announced to the others.

Falcon and Mockingbird looked at the screen and then back at Ant-Man.

"Dude, out is up!" Falcon said while gesturing where towards the direction they were suppose to be going.

"Excuse me? Project: Kumo. It's down, on Sub-Level 119." He explained.

"This is out of control." Valkyrie sighed. "Perhaps… perhaps we should call the Avengers."

They others looked down in thought, but they were quickly brought out of it when the elevator stopped at Sub-Level 119. The doors opened and they all had their defenses up, but all they saw was basically an underground cavern lit up with red lights.

Ant-Man then ran out of the elevator with Falcon quickly following him.

"We are already here." Mockingbird said to Valkyrie, who let out a sigh of defeat before running up to the two boys.

"Which way?" The Asgardian warrior asked.

"Yeah." Ant-Man said. "Bizarre looking hallway one or bizarre looking hallway two?"

"Hold!"

They all turned their heads to see a humanoid fish being. Falcon quickly threw three feather blades at him, but the being's eye turned red and stopped the blades mid-air. He then summoned two barrels from behind him and mentally hurled them towards the young heroes.

They managed to get dodge them and get around him and run down the hall. But just a few seconds later, Patriot and the Pumas came out of the other elevator and ran towards the hallways.

"They are headed for Project: Kumo." The fish-man informed them, allowing them to run down the hallway.

Down the hall, a woman with pale skin, black hair, and blue eyes walked out of a vaulted room while writing somethings down on a piece of paper. However, when she looked up, Falcon flew right into her, knocking them both down. Falcon managed to look up at the vault door and saw that it was labeled ' ** _Project: Kumo_** '.

He quickly got up and grabbed something to keep the door from closing.

"Hurry!" He yelled back to the other three, who ran right in after him. Valkyrie however, waited by the door and waited until she saw the Pumas. She then kicked what was blocking the door from closing away, forcing the vault to shut quickly. She then looked over at Ant-Man who was hacking the door.

"I disabled the door. They're locked out." Ant-Man said.

"We're trapped." Valkyrie stated.

"It could be worse." Mockingbird stated.

"Uh, guys." Falcon announced to get their attention. "You'll want to see this."

He then pushed a button which turned on some lights that revealed what caught his attention. They all walked up and saw it too, and they were just as surprised as him.

"Whoa."

It showed someone in a full body suit that was black and white, with two large eye lenses on the mask. But the most shocking thing to them was the giant spider symbol on the front.

It took a while for them to snap out of their state of shock and disbelief. Once they did, Mockingbird walked up to the pod that was containing the person inside. She stared at the words on the glass that said ' _ **Kumo**_ '.

"Kumo, the Japanese word for spider." Mockingbird said. "Clone?"

"Ant-Man, hack." Falcon ordered.

"Right." He obliged. He began hacking the computer in front of him until he got what he was looking for.

"Base designated: Tarantula. A clone force gown in… SIXTEEN WEEKS?!" He yelled at the last part. "From DNA acquired from Spider-Man."

"Stolen from Spider-Man." Valkyrie corrected.

"There's no way he knows about this." Mockingbird said.

"The suit is made of unstable molecules, just like the Fantastic Four's. It also allows him to absorb all the nutrients he needs 24-7 and keeps his body from withering or growing weak while he's in there."

"And these… creatures?" Valkyrie asked looking at the rat-like creatures in small glass pods above the clone.

"Cross-Species labeled 837646. Telepathic. They're force feeding him an education." He explained.

"And we can guess what else." Falcon stated.

"They're making a slave out of, well… Spider-Man's brother." Mockingbird said.

"Now we contact the Avengers." Valkyrie said with much seriousness in her tone.

The other three try to get a signal, but nothing seemed to be going through.

"No signal." Ant-Man stated.

"We're in too deep." Falcon said. "Literally."

* * *

Outside the room, Patriot, the Puma Cross-Species, the fish-man, and the woman were trying to get the door open, but were failing every time. Things didn't get better when Dr. Warren arrived.

"They're still in there, with the clone?!" He exclaimed.

"We can't get the door open." Patriot informed him.

"Use your telekinesis!" He yelled at the fish-man.

"I have tried. To no avail." Said fish-man told him.

"Useless!" Dr. Warren yelled in anger.

"This is a debacle. Get some 44776s down here to pry the door open, now!"

"Already on their way."

"You do realize that once we get in there, they cannot be allowed to escape." Dr. Warren reminded him.

"Doc, these aren't your typical meddling kids." Patriot told them. "You don't want to get on the wrong side of the Avengers or S.H.I.E.L.D.."

"Better than getting on the wrong side of the Kronas board of directors, I assure you."

He then turned his attention towards the small Cross-Species on Patriot's shoulder.

"Contact the Cross-Species inside Kumo." He ordered it, which it obliged by telepathically linking to the three inside.

* * *

Back inside the room, the four were now at a decision of what to do.

"This is wrong." Mockingbird said.

"We can't just leave him like this." Falcon stated.

"Set him free. Do it." Valkyrie ordered, to which Ant-Man then opened the pod.

Once the pod opened, the clone began to twitch and then balled his right hand into a fist. He then lowered his head towards the four before him. Both sides stared at each other for a few moments, until the clone dashed forward and knock Valkyrie to the ground.

He then straddled her to the ground and began punching her face multiple times. The other three quickly ran up and grabbed ahold of the clone to get him to stop.

"It's ok!" Mockingbird yelled. "We're on your side!"

However, the clone managed to free his right arm and elbowed Ant-Man through a glass tube behind them, knocking him out.

"I didn't want to do this!" Mockingbird yelled as he pulled out an arrow that sprayed a gas into the clone's face, causing him to stagger back.

The clone coughed at the gas until his head began to buzz. He looked up just in time to see Mockingbird firing an electric shock arrow at him. However, he managed to avoid it and shot a web at it, allowing him to fling it back at her. She, unfortunately, was unable to dodge it as hit hit her directly on the head, making her fall unconscious.

Falcon then ran up and engaged the clone. Falcon was dominating the fight due to his superior training, but the clone was faster and knew enough to quickly dodge his attacks and land a few blows on him before grabbing him by the throat and holding him above the ground.

Valkyrie recovered from the assault she received a couple minutes prior and saw the clone with Falcon in his grip. She dashed forward while drawing her sword. The clone heard the sound of a sword and turned to see Valkyrie dashing at him with her sword in hand.

"ENOUGH!"

She hit the clone with the sword. It was enough to knock him back towards his pod and to leave a large scar across his chest, but not enough to do any serious damage.

Valkyrie went to Falcon's side and tried to get him up, but the red-suited sidekick fell into unconsciousness. The blonde Asgardian looked up to see that the clone was walking towards her.

"We are trying to help you." She yells at him. But he doesn't listen as he shot toward her.

She managed to dodge him and then slam him into the wall beside him. She punched him twice before he shoved her off him and towards the wall behind her. She recovered quickly and quickly engaged him. She managed to outmatch him and put him into a hold. She began putting pressure on him, causing him to yell in pain, but something then popped out of his wrists. Valkyrie felt a sharp pain in her leg and saw that a spike was coming out of his wrist.

The clone then managed to get out of the hold and kicked her back. She recovered from the blow, but her vision started to become blurry. He dashed at her again, but when she tried to fight him, he easily dodged her strikes and beat her unconscious.

With the four dealt with, the clone headed towards the door and pulled it open with his webbing, surprising the others outside. Dr. Warren quickly walked in and saw the four on the ground. A smirk come onto his face and felt pride from the clone's accomplishment. For this there was only one thing to say.

"Good boy."

* * *

 **This is my longest chapter yet and boy was it a long one to do. Hope it was worth it though.**

 **Oh, and the numbers for the Cross-Species, like 837646, are just numbers from phone digits that spell out what they are.**

 **44776: Hippo**

 **837646: Vermin**

 **And Puma would be: 7862**

 **You can probably guess what 522525 is.**


	4. Freedom or Slavery?

**Well, this story's doing good so far. Now I've got a few reviews from you guys/gals. So, let's answer them.**

 **1\. Everyone who is telling me to not make this a complete copy of Young Justice, I will be doing copies for these first few chapters and then some here and there in the future. I will be doing my own thing with most of this story and I've already got plans for it. There's one that I really want to get into, but it's gonna' have to wait.**

 **2\. One of you said that you liked how I got the Spider-Man clone to beat Valkyrie. Thanks for that. I really wanted to have him win, but I was really having trouble finding a way to get him to beat her since she's a friggin' Asgardian. He may be the second strongest person in that room, but there's no way he could overpower an Asgardian warrior. Thank you Marvel for having that Wrist Spike on an actual Spider-Man clone. Oh, and I did notice that you said that the clone should have all of Spidey's powers and more, I already hinted that at the end of the last chapter. And that relationship with Spider-Man, you'll just have to wait and see what happens.**

 **3\. One of you seemed to be confused with the clone getting hit by Valkyrie's sword. First thing: She hit him with the blade. Second thing: He does have a healing factor, and I'll explain it later on. Third thing: She left a large scar across his chest, but he didn't receive any serious damage outside of that. It was just enough to get him to let go of Falcon.**

 **So, let's do the disclaimer and then get to the chapter.**

 **The following is a Fanfiction story. Young Justice and all related content are property of DC Comics and Warner Bros. and any and all Marvel related content is property of Marvel Comics, Disney, Fox, Sony, and whoever else owns a piece of Marvel property. Please support the official release.**

* * *

 **Freedom or Slavery?**

* * *

 **Kronas Genetic Research Facility, New York City**

 **6:13 PM**

Dr. Warren entered a large room alone. He stood in the center as five video screens lowered down. They glowed a bright light with silhouettes coming from them.

"Dr. Warren." A male voice announced. "You require an audience with the Society?"

"Yes." Warren answered. "Very sorry for disturbing you all at this time-"

"Just make your report." Another, male, voice commanded.

"Of course." Warren obliged. "Well, we had a small fire here at the Kronas Genetics Division. The cause of it is still unclear, but it seemed to have attracted some… unwanted attention. Four sidekicks: Falcon, Mockingbird, Valkyrie, and Ant-Man, breached security and found and released the clone. The Tarantula. Of course, the clone is still under our telepathic command and, as ordered, turned against his would-be liberators. The four are contained and we don't believe that the Avengers or S.H.I.E.L.D. know they're here. Uh… what should I do with them?"

The room was met with silence and it lasted that way for a few moments.

"Clone them."

"The substitutes will serve the Society, and only the Society."

"And the originals?"

"Dispose of them. Leave no trace."

Miles Warren was pleased for a second time today. Oh, things were just getting better.

* * *

" _Time is short. You must awaken…_ "

…

…

" _You must awaken NOW!_ "

"Ah!"

The four awoke to find themselves strapped inside pods and being stared down by the Spider-Man clone. He didn't move closer or even turned his head, he simply just stared at them.

"W-What do want?!" Ant-Man exclaimed.

The clone kept his gaze, but didn't say a word.

"Stop staring, you're creeping me out!"

"Uh, A-M?" Falcon said to get his attention. "How about you not piss off the guy who kicked our asses and is currently not locked inside a pod."

"Can you understand us?" Valkyrie asked kindly to the clone.

He didn't speak, but he did make a quick nod.

"Oh, good." She said kindly. "Is it alright that we talk?"

* * *

Back down on Sub-Level 119, Dr. Warren and the woman from earlier were walking back towards the damaged room known as ' ** _Project: Kumo_** '.

"Begin preparations for the new ' ** _Project: Marvelite_** ', now." Dr. Warren ordered the woman, who then walked off.

"Almost done here doc." Patriot informed the geneticist. However, when Miles got to the door, he looked inside and saw something that angered him: an empty pod.

"Where's the clone?!" He growled.

"Tarantula? He took the prisoners to their holding pods."

"We have Cross-Species for that! Get the clone back in its pod, now!"

"I don't see the harm of letting the kid stretch his legs."

"Don't you now?" Miles said as the Cross-Species on his shoulder began reprogramming the soldier's mind.

"That clone belongs in a cage!" He growled as he went to retrieve him.

* * *

"We only sought to help you." Valkyrie said to the clone, who was still watching them.

"Yeah! We free you, and then you turn on us!" Ant-Man said to him.

"Ant-Man, calm yourself." Valkyrie commanded the young hero. "Maybe our new friend is not in control of his actions or thoughts."

"What if- What if I wasn't?" The clone spoke softly, surprising them.

"He can talk?" Mockingbird said, surprised.

"Yes, _he_ can."

The room went silent for a moment.

"It's not like I said "it"." She defended herself.

"The Cross-Species taught you, telepathically?" Valkyrie asked him.

"I know much." He answered. "I can read, write, I know the names of things and places."

"But, have you ever even seen them?" Falcon asked. "Have ever seen the sky? The skyscrapers? Or even the sun?"

"Images are implanted in my mind, but no I haven't seen them." The clone stated.

"Do you know what you are? Who you are?" Valkyrie asked.

"I am the Tarantula. A clone made from the DNA of the Spider-Man. Created to replace him should he perish. To destroy him should he turn from society." He said, shocking the four before him.

"To be like Spider-Man is a worthy aspiration." Valkyrie stated. "But just like him, you deserve a life of your own. Beyond your suit. Beyond your pod. Beyond Kronas."

"I live because of Kronas! It is my home!" The clone yelled.

"Your _home_ is nothing, but a test tube." Mockingbird said. "We can show you the sky, the buildings, and even the sun."

"Or the moon." Ant-Man said, causing the other three to look at him. "What? Who knows what time it is? We've been out."

"We can show you and introduce you to Spider-Man." Valkyrie told the clone, with the intention of keeping that promise.

The clone looked at them, feeling like they really meant all of it.

"No, they can't." Dr. Warren interrupted their discussion as he, the woman, and Patriot walked in.

"They'll be otherwise occupied. Activate the cloning process."

"Pass! Ant-Hill's crowded enough." Ant-Man quipped out loud.

"And get the clone back in its pod!" Warren border-lined yelled the command to Patriot.

"Hey, how come he gets to call him an 'it'?" Ant-Man asked.

Patriot put a hand on the clone's shoulder, but the clone looked up at the four, wondering what to do.

"Help us." Valkyrie quietly pleaded.

The clone shrugged Patriot's hand off him, only for Dr. Warren to walk up next to him.

"Don't start thinking now."

The rat-like Cross-Species on Miles' shoulder jumped onto the clone's. Its eyes turned red and the clone slowly froze to a complete straight stare.

"Listen, you're not a real boy, you're a weapon." Dr. Warren began explaining to the clone. "And you belong to me. Well, Kronas, but same thing. Now get back to your pod!"

The clone then turned around and walked out of the room, leaving everyone behind. Once he was gone, the woman started the machines. The four looked at four pronged needles, with sparks of electricity coming off it, and before they knew it, they stabbed into their chests or any other skin that wasn't heavily armored. The four screamed out in pain while some of their blood was being injected into the containers right below them.

"Where's Nattie?" Warren asked, but was spooked when the fish man walked up behind him right as he asked.

"Ugh- lurking as usual." He growled. "Get some 837646s to download their memories. Once that's done, delete the source material."

* * *

Out in the hallway, the Spider-Man clone was still walking toward his pod. He was alone, aside from the rat Cross-Species that was one his shoulder, while controlling his mind… to an extent.

 _"We only sought to help you."_

He kept walking at his current pace.

 _"Maybe our new friend is not in control of his actions or thoughts."_

 _"What if- What if I was wasn't?"_

He kept walking, but was starting to slow down a tad.

 _"I live because of Kronas! It is my home!"_

He slowed down even more.

 _"Your home is nothing, but a test tube."_

He was now walking so slow that a snail would be outpacing him.

 _"Do you know what you are?"_

He stopped in his tracks, looking down at the ground.

 _"Who you are?"_

He raised his head and looked straight forward and underneath the mask, his eyes narrowed.

* * *

Back in the lab, the four young heroes continued to scream and yell in pain while their captors watched. That is until the door behind them was forcefully pulled open by the clone.

The needles powered down, allowing the four to sigh in relief and smile when they saw the clone returning.

"I told you to get back to your-" Miles started, but he, Patriot, and Nattie were effortlessly shoved away.

"Don't give me orders." The clone growled at the douchebag scientist before turning his attention to the four.

"You here to help us or kill us?" Ant-Man asked.

"I don't know the codes to terminate you all, so I guess helping is my only option." The clone said before pressing a button releasing them all.

"Ugh, finally!" Ant-Man said as he rubbed his wrists. "Lucky Yellowjacket and Wasp aren't here. They'd have my head for not calling any ants earlier."

"Seriously? That's what you're worried about?" Falcon asked surprised by what Ant-Man had just said. "All of S.H.I.E.L.D. and the Avengers will have our heads after today!"

They all then ran out of the room, but Warren noticed.

"Y-you'll never get out of here!" He yelled at them. "I'll have you all back in pods before midnight!"

"That guy's not whelmed. Not whelmed at all." Falcon said as he threw four feather blades at the containers.

"What is it with you and this whelmed thing?"

The feather blades then exploded, destroying the pods and the blood being contained next to them. Miles stood up and his rat Cross-Species jumped back on his shoulder.

"Call in every Cross-Species in Kronas to stop them." He ordered the Cross-Species, which then flashed its eyes. The message went through the entire building and all the Cross-Species there stopped what they were doing and charged toward where the young heroes were.

Back with the heroes, they were currently running to the elevator.

"We're still 119 levels below ground." Falcon stated. "But if we can get to the elevator-"

He was interrupted when the humanoid hippos and what appeared to be humanoid grizzly bears ran down the hallway ahead of them. The four then turned around and saw that the Puma creatures were back. They were now surrounded, but not outmatched.

The Spider-Man clone attacked the grizzlies and hippos and tossed them around while the other four got around. However, they stopped when they noticed that he wasn't stopping.

"Tarantula!" Valkyrie called out to him. "The goal is escape, not get recaptured."

"YOU WANT ESCAPE?!"

He then grabbed one of the unconscious hippo and threw it back at the others that were behind him. But before they could get to him, he webbed up the walls, blocking them.

The five then reached the elevator and forced their way up the shaft. Falcon flew up with Ant-Man on his shoulder and Mockingbird holding on to his arm and Valkyrie carrying the clone up.

"Wait!" Falcon yelled down to the two below them. "This'll have to be our exit!"

The two then noticed that an elevator was coming down, and quickly. The Asgardian and clone busted through the closest elevator door and all of them managed to get in before they could be hit. However, they were quickly met with more Cross-Species. A lot more Cross-Species. The number of them was enough to force them to run. They ran down hallways to get away.

 _"Turn left brother."_ A voice echoed in the clone's head.

"Go left!" He yelled, and they did.

 _"Turn right."_

"Right!"

They all did, but they were met with a dead end.

"What are you doing? Are you trying to get us caught?!" Mockingbird exclaimed towards the clone.

"No, I- I don't understand."

"Don't apologize, this is perfect!" Ant-Man said.

Moments later, the Cross-Species caught up and discovered the dead end to be empty, except the vent on the wall was open.

Inside the vent, the five were crawling through… well four of them were, Ant-Man had shrunk down to be able to move faster.

"At this rate we'll never get out of here." Mockingbird complained.

"Wait!" The clone whispered. "Listen."

The listened and heard the Pumas crawling through the vents after them.

Back with the mad scientist, Nattie, and Patriot, they were currently following the teens to their current location.

"Someone- Ant-Man I wager- hacked our systems, deactivating our internal security cameras." Warren, irritatedly, said. "But he neglected the motion sensors."

The tablet in his hand showed five dots in the vents that were then cornered by several more.

"The Cross-Species are closing in!" He said as they approached a restroom. "They're all coming out in here. We have them cornered."

They entered the restroom and waited by the vent, ready to catch them. But, instead they were greeted with the Pumas that busted through the vent and landed on them.

"He hacked the motion sensors."

* * *

"I hacked the motion sensors." Ant-Man, smugly, gloated.

"Sweet!"

"There's still plenty of them between us and out." Ant-Man then informed them.

"And I finally got room to move!" Falcon exclaimed as he busted through the door to the stairway and flew up. Along the way he spotted multiple Pumas and he threw feather blades at them, taking them down.

The others were close behind him and, while Valkyrie was flying, the others were running up the stairs.

"More behind us!" Ant-Man yelled back as Valkyrie looked and saw the Pumas behind them. She quickly grabbed her sword and sliced part of the stairway, causing it to fall along with the Pumas.

* * *

In the elevator, Warren, Nattie, Patriot and some Cross-Species were heading up.

"We'll cut them off at Sub-Level 1." Patriot said.

"We better, or the board will have our heads… my head." Warren spoke slowly in realization of the consequences of failure. He then quickly pressed the emergency stop button at Sub-Level 31.

"I need to get something from my lab. Just in case." He said to them. "I'll meet you at Sub-Level 1."

* * *

Meanwhile, the heroes were still on the run and were now on Sub-Level 1. Falcon was flying through the hallway and was about to reach the exit… until it closed.

"Oh crap!"

He then slammed into the door and fell to the ground. The others then caught up and noticed the closed door.

"We're cut off from the surface." Valkyrie stated.

"Thanks, my head hadn't noticed." Falcon said sarcastically.

The clone then ran up and webbed onto one of the doors and began to pull while Valkyrie did the other, but the damn thing wouldn't budge.

"Can't hack this fast enough." Ant-Man said as he was attempting to open the door, only to then be interrupted by more Cross-Species coming from behind.

"This way!" Mockingbird yelled as she kicked open the door next to them, letting them all run through. However, they were greeted by many Cross-Species and Patriot. The ones behind them caught up and had them surrounded. The five readied themselves for battle, but they dropped to the ground when the rats began to cloud their minds with their telepathy.

 _"Perhaps for the sake of all our brethren, our brother, Tarantula, should make up his own mind."_ Nattie, telepathically, said as he walked in.

 _"It as you."_ The clone said, with his mind.

 _"Yes, brother."_ Nattie admitted. _"I started the fire and lured your new friends here, helped them when they were in trouble…"_

 _"And guided me."_ The clone finished his sentence. _"Why?"_

 _Because you are our only hope."_ Nattie answered. _"The Cross-Species hero. You will bring an end to these horrific experiments and guide us to a new future."_

The Cross-Species on Patriot's shoulder leaped off, allowing Patriot to start coming back to his senses.

 _"What is your choice, brother?"_ Nattie asked the clone.

"I. Choose. Freedom." The clone spoke slowly, giving the Cross-Species the answer they all wanted.

"Feels like fog, lifting." Patriot said as he rubbed his head.

The four other heroes stood up and noticed what was going on. They all then glanced over at Patriot.

"Patriot?" Falcon said.

"Go." Patriot ordered. "I'll deal with Warren."

"I think not."

They all then turned towards the scientist, who was standing right behind him. He was holding a test tube that contained a green liquid in it.

"Cross-Species Formula: 522525 will give me the power to restore order to this facility." He stated as he drank it all.

He then started to feel excruciating pain as he fell to his hands and knees. His clothes began to rip apart as his body began to get bigger. His ears grew large and pointed, his body grew green fur, his fingernails started to turn into claws, his teeth turned into fangs, and his eyes turned yellow.

The young heroes watched in shock as the mad scientist transformed before them. One his transformation was complete, the creature, formerly known as Dr. Miles Warren, stood up and let out a roar that scared the Cross-Species surrounding him. The six heroes stood their ground and glared at the beast, that then looked down at them and gave them a disturbing smile.

* * *

 **Well, looks like they're gonna' be busy soon. And don't worry, just a couple more chapters after this and I'll start doing my own thing.**

 **Also, did you happen to catch the references?**

 **I'm gonna' be putting those in quite a bit. Take a look here and at the previous chapters to see what I've put in.**

 **I'll let you know about one of them:**

 **Sub-Level 31: Reference to _Amazing Spider-Man #31_ (The first appearance of Miles Warren)**

 **I'll tell you all the rest of them after the next couple of chapters.**

 **Also, I will now ask what young heroes you would like to see in the story. I've already got a few that are going to be put in, but I'm curious about who you all want to see. It doesn't mean that they'll be in the story, but I will consider them, and I want to see what will make you all like the story more. So, until then, I've got to find a way to keep these kids from getting shredded to pieces by a green Jackal-Man.**

 **See ya' soon, True Believers!**


	5. Assemble Part 1

**So, the last time we left the teenage heroes, they were now facing a mutated Miles Warren. Well, let's see how they can handle this.**

 **The following is a Fanfiction story. Young Justice and all related content are the property of DC Comics and Warner Bros. and any and all Marvel related content is the property of Marvel Comics, Disney, Sony, and whoever else owns a piece of Marvel property (except Fox… hehe). Please support the official release.**

* * *

 **Assemble Part 1**

* * *

Dr. Miles Warren was a man of science. Genetic science to be precise. He was not always one for solving problems with physical force, but today… is an exception.

The green werewolf-like creature stood just a few feet away, growling at the heroes standing before him. The Cross-Species around them began to back away, even Nattie was backing off.

"Everyone back!" Patriot yelled as he ran up and attacked the monster. He managed to get a few blows on it before the Cross-Species grabbed him by the head and threw him down the hallway on its right.

The Spider-Man clone then attacked and landed a few blows as well, but the beast quickly managed to punch him around before grabbing him and slamming him through the ceiling, creating an access to the main floor.

"Well, that's one way to bust through the ceiling," Mockingbird said as she grabbed onto Falcon and Ant-Man shrunk and climbed onto his shoulder.

"You think that guy planned that?" Ant-Man asked.

"I doubt he is planning anything anymore." Valkyrie stated. She then flew up through the hole and saw that the green beast and the Spider-Man clone were still fighting. The clone threw a punch, but the beast grabbed his arm and threw him at the others. Valkyrie managed to catch him and quickly placed him down.

The green dog-man let out a roar at the five, who were now ready for combat. Both sides charged toward the other. Falcon flew overhead and threw four feather blades at the beast, who blocked them with his arms, causing them to get stuck in them. Ant-Man then sneaked behind him and crouched down. The beast quickly lowered its arms, only to see Valkyrie and the Spider-Man clone coming toward him. Together, the two punched him directly in the face, forcing him to stagger back which then caused him to trip over Ant-Man.

"Stupid dog." Ant-Man said.

Mockingbird then flipped over him and shot an arrow at the Cross-Species, but it slapped it out of the air and wiped the feather blades off his arms. He then looked up and saw the Spider-Man clone and quickly lunged at him. He then slammed the clone into a pillar and began punching him multiple times until Valkyrie grabbed him from behind and suplexed him to the ground. However, the beast quickly slipped out of her grip and grabbed her by the hair and threw her towards a different pillar. He lunged forward and swiped his claws at her, but she managed to dodge the attack and knee him in the chest and then punched him in the face. The beast was sent back a dozen feet but quickly recovered. He then saw Falcon flying towards him and quickly moved and grabbed the bird-boy's leg and tossed him at Valkyrie, forcing them to fall since she was unprepared that time.

She got up and the beast then had her by the throat as he rammed her into a pillar, destroying it. He then slammed her into another pillar and began punching her. The building then began to shake, but he was too busy to notice. Ant-Man however, did.

"Of course." He realized as he pulled up a schematic of the main floor. "Flacon get over here!"

The beast was still hitting the Asgardian, but then felt a sharp pain in his back. He then looked back and saw that Mockingbird had just shot an arrow in his back. He then threw the Asgardian and lunged at the archer, who shot a smoke arrow, allowing her to disappear. The beast looked around and heard her behind him. He swipes his claws at her, but she barely managed to dodge it in time. She then shot another arrow and he caught it. He snapped it with his hand and then lunged at her, but was quickly pulled away by the Clone's web line, making him slam into another pillar.

"You got it?" Ant-Man asked Falcon after he told him his friend the plan.

"Got it!" Falcon confirmed as he flew towards the beast. The Cross-Species was lunging at the clone but was kicked out of the air by Falcon.

"Come and get me you Emerald Beast-Man!" He yelled at it. The beast lunged at him, but Falcon began to fly around avoiding him.

Valkyrie, Mockingbird, and the clone got up and were about to attack until Ant-Man called them out and showed them his plan.

Meanwhile, Falcon and the beast were still playing a game of chase. The beast was jumping from pillar to pillar trying to get to the young hero, and he did manage to grab him by the leg and tossed him toward the floor. Falcon managed to catch himself before he hit the ground and quickly flew before the beast could get him a second time.

"These two and that one!" Ant-Man ordered as the other three destroyed the pillars he pointed towards. He then summoned a swarm of flying ants and sent them towards the beast. The Cross-Species halted its chase to swat at the annoying insects but was quickly met with multiple webs that were making him stuck where he stood. Ant-Man then summoned the ants away allowing the Cross-Species to look in anger towards them but was then hit in the back by one of Mockingbird's shock arrows.

The electricity shot through the beast's body making him unable to move. Falcon then threw a feather blade at each of the remaining pillars.

"MOVE!"

The feather blades then exploded bringing the whole building down on them all. Valkyrie quickly huddled over Ant-Man, Falcon, and Mockingbird while the clone shot spider webs at the debris coming down at them. He managed to stop most of them, but a few still managed to bury them.

After a little while, Valkyrie and the clone shoved the debris off of them. They all then looked around and saw the damage they caused, but they felt a sense of accomplishment once they saw the Cross-Species pinned down by the debris.

"We ***pant*** did it." Mockingbird breathed out.

"Was there ***pant*** ever any doubt?" Ant-Man asked as he, Falcon and Mockingbird high fived… only to then hurt their wrists, arms, and ribs.

The clone was glaring down at the Cross-Species, formerly known as Miles Warren. His suit had received damage, leaving his right eye and some of his hair revealed. The rest of his suit either had small nicks or some shredded parts, but not enough to reveal what was under the suit.

"Hey…" Falcon said, catching the clone's attention. "Check out that sunset."

The clone looked in awe and wonder. The images that were implanted in his mind were nothing compared to the real thing. However, his gaze was interrupted when he saw something swinging towards them. He narrowed his eyes to get a better look and saw that it was not _something_ , but _someone_.

"Oh, and Spider-Man. Do we keep our promises or what?" Ant-Man said.

The clone's eyes widened as the web-shooting hero landed in front of them, but he wasn't alone. The likes of Captain Marvel and Spider-Woman were right behind. They were then followed by the likes of the Hulk, War Machine, She-Hulk, Quicksilver, Captain America, Iron Man, Yellowjacket, Wasp, Thor, Scarlet Witch, Vision, Black Panther, Doctor Strange, Daredevil, Luke Cage, Iron Fist, Jessica Jones and more. However, they then noticed that the Fantastic Four had arrived as well along with multiple members of the X-Men. And before they thought they couldn't get even more crowded, Nick Fury and multiple S.H.I.E.L.D. agents came in as well.

"Well, I guess everyone wanted our heads." Falcon said. Ant-Man and Mockingbird nodded in agreement.

The young heroes were circled by many of the world's greatest heroes, and not all of them were even Avengers.

The clone then mustered enough courage to walk out from behind the four who freed him and towards the man he was cloned from. He stopped a couple of feet in front of Spider-Man, who saw the black spider symbol on the suit of the boy standing before him. Spider-Man's hands unclenched from fists when he saw it. They clone kept his gaze at his genetic template, with some form of hope in his eyes… but quickly turned to sadness when Spider-Man took a step back from him.

"Is that what I think it is?" Captain America asked as he walked forward.

Mockingbird then walked up next to the clone. "He doesn't like being called and _it_."

"I'm Spider-Man's clone!" The clone exclaimed, shocking everyone standing around them. This caused a few moments of silence among them.

"Start talking."

* * *

It was dark by the time everything was explained and the green Jackal creature was taken away by S.H.I.E.L.D.]and Warmachine. The young heroes stood beside each other while around them, the others were having some discussions with one another.

Patriot was talking with Black Panther and Maria Hill, Fury was talking to their mentors, and Spider-Man was talking with Wolverine and Captain Marvel. The latter of which was what the clone had been watching for a while.

He couldn't hear it, especially with everything else going on, but what he saw only made him somewhat stressed. In the conversation, Spider-Man and Wolverine stopped talking and Captain Marvel then convinced him to go and at least say something to him. Spider-Man then turned and walked towards his clone, who turned away from him.

"We'll, uh… we'll figure something out." He managed to say. "Until then, I've got other things to do."

Spider-Man then swung off, leaving the clone a bit disappointed. He then felt a hand on his shoulder and saw that it was Valkyrie's. While she wasn't able to see his mouth, the expression from his eye showed just how reassured he felt.

"So? What now?" Mockingbird asked.

"Now?" The authoritative voice of Nick Fury spoke out, catching everyone's attention. "All 119 Sub-Levels of the Kronas Genetic Research Facility will be investigated and all their research and current projects will be confiscated. But before that happens, there are a few words that need to be addressed to you."

"You should have called." Hawkeye states.

"And results aside, we are not happy." Captain America said.

"First: You hacked Avengers data files, then disobeyed direct orders, and third, and more importantly, you endangered the lives of others and yourselves." Iron Man listed off.

"None of you will be doing this again." Fury stated, causing the young heroes to looked down in disappointment. Their lives as superheroes seemed to be over now until Valkyrie narrowed her eyes and glared back.

"I'm sorry, but we will." She said.

"Valkyrie, stand down." Thor ordered.

"Apologies, Thunderer… but no."

Thor looked at her in surprise. He clearly wasn't expecting her to disobey his command.

"We did good work here today." She stated. "Side by side. On our own. We forged something powerful. Marvelous even."

"If this is about your treatment back at the Mansion, the four of you-"

"The **five** of us!" Mockingbird corrected. "And it's more than that."

"Cap we're ready to use what you all taught us." Falcon said. "Or why even teach us at all?"

"Why let them make all the decisions for us?" The Spider-Man clone said. "It's simple: Get on board or get out of the way."

The five looked towards the heroes standing before them with a look that said it all: they weren't backing down.

Their mentors, Fury, and the remaining heroes looked on at the five, many of which were unsure as to what to do next. Captain America and Fury shared a look for a brief moment and turned their attention towards the five young heroes. They knew that they were right and they were going to have to find a new way to compromise.

From this day forth, things were going to be different.

* * *

 **Finally got this one done. Next chapter will come quickly… in fact, it's being uploaded right now.**


	6. Assemble Part 2

**And here's the last chapter of the introduction. So, let's finish up this thing so we can get to more of the story. And for everyone who wants to know when I'll have the next chapter of Avengers Watch Death Battle, it'll be up by Friday or Saturday afternoon. I'll explain everything about it, but right now, let's get to the chapter.**

 **The following is a Fanfiction story. Young Justice and all related content are** the property **of DC Comics and Warner Bros. and any and all Marvel related content is** the property **of Marvel Comics, Disney, Sony, and whoever else owns a piece of Marvel property. Please support the official release.**

* * *

 **Assemble Part 2**

* * *

 **Stark Industries Storage Facility, Upstate New York**

 **July 6, 10:00 AM**

Upstate New York might not interest many, but for those at a Storage Facility, it's a starting to get exciting.

Inside said storage facility, many S.H.I.E.L.D. agents, and some Avengers were working on upgrading it to a new base. Agents checking off things, heroes doing the heavy lifting while following the orders of the construction crews.

Meanwhile, in another building at the facility, the five young heroes, their mentors, Director Fury, and the likes of Black Widow, Hawkeye, Vision, and Scarlet Witch stood in the center. The young heroes weren't dressed in their suits, they were just in regular clothing, even Valkyrie, who was wearing just a pair of sneakers, a pair of jeans and a white T with a short sleeve jean jacket.

What was unique here was that Tarantula (they were starting to find him an actual name) wasn't in costume. His face was in full view, albeit the sunglasses over his eyes. His hair was short since that was what Kronas had his hair, permanently, stuck to look like it was shaved all the way down. He didn't wear anything fancy, just a black T with a pair of jeans and black sneakers. But enough of talking about clothing…

The five stood side-by-side staring at Nick Fury, Tony Stark, and Captain America.

"This place was something my father built years ago." Tony explained. "It was originally a storage facility."

"But now it's serving as a base for you kids." Fury stated. "Since you're determined to stay together and fight the good fight, you'll do it on terms for both S.H.I.E.L.D. and the Avengers."

Cap then turned towards Black Widow and Hawkeye.

"Black Widow and Hawkeye will be in charge of training, but some others will take over from time-to-time, and both Vision and Scarlet Witch have volunteered to move up here and be your supervisors." Steve informed them. "Tony, Fury, and I will deploy you on missions."

"Real missions?" Sam asked.

"Yes, but covert."

"Just leave the obvious stuff to us." Yellowjacket said. "There's a reason why we have these targets on us."

"Kronas proves that our enemies are taking too many steps ahead of us, Fury, Stark, and Captain Rogers need a team that can operate on the sly." Thor explains.

"The six of you will be that team." Fury said to them.

"Cool!" Scott said until he caught onto "Wait, 'six'?"

They then turned around and saw Black Panther walking in with a girl about their age. She appeared to be Hispanic, with long dark brown hair and was wearing a green tunic with a white undershirt and black high heels.

"This is Black Panther's protégé: White Tiger."

"Hey." The girl greeted them kindly.

"Didn't see this coming." Sam said.

"Hey, the more the merrier." Kate said.

Sam, Kate, Scott, and Brunnhilde walked up to greet their new teammate, but the Spider-Man clone stayed put, undecided if he wanted to join in or not.

"Hey"

The clone turned to see that Brunnhilde was waving him over. After a moment of thought, he went over to meet the new girl.

"Hola." The new girl greeted while holding her hand out. The clone accepted the greeting and shook her hand.

"So, you're 'White Tiger'?" The clone asked.

"Sí." She said. "But you can call me Ava."

Brunnhilde looked over all this and she turned her attention towards Falcon, who was standing right next to her. She nudged him on the shoulder to catch his attention.

"Today is the day."

He smiled at her and knew that what she said was right.

Today is the day.

* * *

 **Meanwhile**

On the S.H.I.E.L.D. Helicarrier, Fury, Maria Hill, Patriot and the woman from Kronas Genetics lab were having a private meeting. Patriot and the woman looked worried, Hill looked serious but was also a little concerned, and Fury was being his dead serious self.

"Look, Director Fury, they may have been bred to be weapons, but they all helped in liberating the lab, on their own will." Patriot explained.

"I understand your concerns Bradley, but they're still dangerous." Fury stated. "When you breed something to be a weapon, even though they choose to be anything other than that, you can't just set them free to do whatever they wish."

"Director Fury, at least give them a chance to learn how to handle themselves." The woman begged.

"Then what do you propose Dr. Kafka?" Fury asked her.

"A program or something. They don't deserve to be locked up or euthanized." Ashley Kafka explained. "They were forced into doing all of these things, but they don't want that kind of life."

Fury went silent. He didn't know what to do now.

"Director Fury." Maria Hill said to him. "Maybe we can at least give the Cross-Species a chance. Maybe basic chores and classes to help improve their behavior and maybe they can be assets for us as well."

Fury remained silent and thought about it. After a few moments of silence, he finally stood up and looked at Patriot and Dr. Kafka.

"We'll start a program for them." He said. "They'll learn how to do basic jobs and they will take behavioral analysis courses as well. I'm giving you and them one chance, and if they step out of line for even a second, we will dictate their fate, understood?"

"Yes, sir." Patriot answered. "We'll make sure they'll improve."

* * *

 **Meanwhile**

Five video screens were active and silhouettes of different people appeared on each one.

"Our plans have been out on a major setback." One voice spoke. "With the loss of the clone, the Cross-Species, genetic research, and more and more of the facility's secrets being leaked out, we're going to have to change things up."

"Yes we will, but there is no need for panic." Another voice spoke.

"There are still some things that are salvageable." A third voice spoke up. "The loss of the clone is temporary at best and there are still some parts of the facility that they haven't searched or discovered yet."

"Yes, but that's not going to last for very long." The first voice replied. "We were forced to sell the building to Stark Industries."

"Damn Stark." A fourth voice said. "Knowing him, he's likely to discover what's left of the facility."

"We still have time." A final voice stopped their conversation. "We can send in some agents to acquire some valuable assets. However, that is not our main concern."

Another screen lit up showing the five young heroes that ruined a good chunk of their plans.

"Ah yes." The second voice spoke. "We now know that S.H.I.E.L.D. and the Avengers are willing to send in young heroes to do their dirty work for them."

"That's a bit of a dark twist." The first voice spoke.

"Yes, but that doesn't mean that our plans are going to stop." The fifth voice stated. "Fury and the Avengers may have a new edge on their side, but we're still in play. Even with the temporary loss of the weapon, we're still too many steps ahead of what these so-called 'heroes' are aware of. After all, despite the changes, everyone is a part of Society."

* * *

 **Finally done with the intro chapters. The five young heroes and their newest member are going to be doing a lot for S.H.I.E.L.D. and the Avengers. And yes, I did bring in Ava Ayala, AKA: White Tiger. Why? Because I like the character.**

 **Anyway, I mentioned that there were references. Well, let's go through them.**

 **Chapter 1: Today's the Day:**

 **In the battle between Whirlwind and the three** insect-themed **heroes, Yellowjacket** said **: "I don't think he has any hobbies aside from being basically being a human-top." That is a reference to the fact that he was originally known as the Human Top.**

 **The whole battle against Whirlwind was a reference to Avengers: Earth's Mightiest Heroes, where Wasp and Ant-Man take on Whirly.** In fact **, I made Wasp laser blast him in the face just like in the show.**

 **Chapter 3: Welcome to** Kronas **:**

 **The term 'Cross-Species' is a reference to The Amazing Spider-Man game, where various Cross-Species were involved.**

 **Sub-Level 119 is a reference to 'Web of Spider-Man #119', the first appearance of Kaine.**

 **Dr. Miles Warren involved in this is a reference to the fact that he created the Spider-Man clones in the comics.**

 **While they were escaping into the elevator, Valkyrie slashed her sword on one of the Pumas, leaving a scar over its right eye. That is a reference to Thomas Fireheart, AKA: Puma, who has a scar over his right eye.**

 **The white suit that the clone was wearing is the suit Spider-Man wore when he was a part of the Fantastic Four/Future Foundation**

 **Chapter 4: Freedom or Slavery?**

 **'Project: Marvelite'. Need I explain?**

 **Nattie is the Piranha Cross-Species from the Amazing Spider-Man video game (yes the game sucks, but I still kind of enjoy it)**

 **Sub-Level 31 is a reference to Amazing Spider-Man #31, the first appearance of Dr. Miles Warren.**

 **Chapter 5: Assemble Part 1:**

 **When Falcon yelled "Come and get me you Emerald Beast Man" it's a reference to DC's Beast Boy**

 **Chapter 6: Assemble Part 2:**

 **The storage facility that is going to be their new base is based** on **the new Avengers base from the MCU**

 **Well, that's all the references that I added. Now that these first few chapters are done, I'm gonna do my own thing, which is what a few of you have stated that I should do repeatedly.**

 **And don't worry, I'm gonna add more to the team in future. I've got a list of potentials.**

 **So, until then, EXCELSIOR!**


End file.
